


The Son of the Spider

by SilverFalcon0000



Category: Marvel (Comics), Spider-Man (Comicverse)
Genre: Cheating, Exhibitionism, Incest, Multi, Parent/Child Incest, Porn Watching, Pseudo-Incest, Sibling Incest, Superheroes, Villains
Language: English
Status: In-Progress
Published: 2021-03-13
Updated: 2021-03-17
Packaged: 2021-03-20 07:22:41
Rating: Explicit
Warnings: Graphic Depictions Of Violence, Major Character Death, Rape/Non-Con, Underage
Chapters: 6
Words: 9,431
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/30001332
Author URL: https://archiveofourown.org/users/SilverFalcon0000/pseuds/SilverFalcon0000
Summary: Ben Parker II is the son of Peter Parker and Mary Jane Watson. At fifteen, he is going to high school, and hoping he gets powers just like his dad.After all, Ben’s older sister, May Parker II, gets to swing around the city with Peter, as she’s gotten HER spider powers. But Ben’s haven’t kicked in yet. He’s beginning to fear he’ll never get powers.But, in a moment of need, his powers awaken, and oh boy, were they worth the wait.
Comments: 527
Kudos: 22





	1. Chapter 1

I felt a hand touch my arm, and my eyes opened groggily. After a moment, my eyes focused to peer into the hazel eyes of my older sister, May Parker II. 

She had Dad’s hazel eyes but Mom’s bright red hair, while I was the opposite, with Dad’s brown hair and Mom’s green eyes. 

“What?” I groaned, glancing at the clock on my nightstand, “It’s four thirty.”

”Yeah, yeah. But guess what Dad and I just did?” May grinned.

”What?” I sighed, sitting up. 

”We just took down Shocker!” May beamed, and made electricity sound effects with her mouth.

”That’s great. Can I go back to sleep now?” I huffed.

”Hey. Just because my powers developed when I was thirteen, and yours didn’t doesn’t mean you don’t have powers.” May insisted.

”I’m fifteen, May. Two years past when you got your powers. I guess I’m just powerless like Mom.” I sighed. May sighed, too, and kissed my forehead before walking out of my room with only a whispered goodnight. 

I noticed as she left that she was still wearing her Spider-Girl suit, though the mask had been taken off. 

I flopped back onto my bed, and fell asleep not long after. 

———

Less than three hours later, my alarm went off, and I dragged myself out of bed. Practically asleep on my feet (which was pretty common in the morning) I pulled on jeans and a blue T-shirt, along with a red hoodie. 

I splashed cold water on my face to wake myself up and then I headed downstairs. 

In the kitchen of our apartment was my mother, Mary Jane Watson, making pancakes. She was absolutely gorgeous. Red hair fell down in luscious waves, and her green eyes were always alight with laughter or a smile. She was 39, but looked to be a woman freshly 30. 

She also had quite generous breasts, which were nearly falling out of her robe. The robe in question showed off her smooth legs. The robe didn’t flatter her butt, but she had a pretty amazing ass. 

And before you comment on me complimenting my mother’s assets, she’s absolutely gorgeous. You’d be doing it, too. 

May came down the stairs with her red hair wet, and she wore a white tank top and jean shorts. 

She also had nice breasts, though they weren’t quite as large as Mom’s. Probably a C cup to Mom’s DDs. May was curvier though, with shapely legs, wide hips, and a small waist, which meant she looked absolutely great in her skintight superheroine suit. 

“Hey, kids.” Mom smiled. 

“Hey, Mom. Do you know if Dad’s got spider-plans this afternoon? I have a volleyball game, so I just wanted him to know I won’t be available.” May told Mom. 

“I don’t think he does, but I’ll make sure he knows.” Mom told her daughter. 

“You coming to my game, Ben?” May asked as she grabbed a plate of pancakes from Mom. I grabbed a plate, too.

”Nah, I’m headed out to the mall to grab that new video game.” I told my older sister. She made a small noise of displeasure. 

“You should go, Ben. The game’ll be there tomorrow.” Mom chided me affectionately. 

“Fine. I’ll go to your game.” I rolled my eyes at May. She beamed.

”Thanks, Ben.” she said, and threw her arms around me for a quick hug. May’s perky breasts squashed against my chest, which I definitely enjoyed. Fortunately, she stepped back before my cock could get fully hard and make the hug very awkward.

”Alright, you guys need to hurry up or you’ll miss the bus.” Mom said, and May shot a web across the room to grab her backpack and zip it to her. 

“May Mary Parker! No web-shooters in the house!” Mom called.

”Sorry!” May grinned and slipped her sleek web-shooter bracelets into her pockets. 

I walked across the room to grab my backpack the old fashioned way, and kissed Mom on the cheek before running out the door with May. 

———

I walked into Midtown High, and May hurried over to the other seniors, while I grudgingly walked over to join my friends, who were sophomores. 

One of my friends, Sara Morales, smiled as I walked up. Sara had blond hair tied back into a ponytail, and pretty brown eyes. Sara and I spent a lot of time together, as her parents Gwen Stacy and Miles Morales were both heroes like my dad. They were Ghost Spider and Man Arachnid, respectively. 

Sara’s older sister, Angela, looked very different from her. She had dark skin, blue eyes, and a much bigger rack. Sara inherited her mother’s incredible ass, however.

Sara pulled me into a hug, and I put my hand on the small of her back.

”Hey, my dad said that he’s, um, hanging out with your dad tonight.” Sara said, glancing sideways at the kids milling around. I got the message, Dad and Miles were gonna be patrolling the city tonight. 

Between the six spider-based superheroes that were referred to as the Spider Family, they kept the city closely watched. You may be thinking, six? Yes, five. That’s Spider-Man, Spider-Girl, Man Arachnid, Ghost Spider, Black Temptress (Angela), and White Spider (Sara). One of Dad’s other friends, Spider-Woman aka Jessica Drew, had two kids with spider powers, but they’d moved away a while ago, to get some peace and quiet. 

There were some others lingering around, but my family and Sara’s family were the only ones who routinely worked together. 

Sara had powers, which was yet another sore point for me, but I didn’t hold it against her. She bumped her shoulder against mine.

”Hey, you getting your copy today?” she asked, referencing the game I’d asked about earlier.

”Nah. Mom’s making me go watch May play volleyball.” I sighed.

”Damn. I could swing by and grab you one, if you’d like.” Sara suggested.

”Nah, I don’t want you to go out of your way.” I shrugged. 

“I don’t mind.” Sara said, and we held each other's gaze for several long minutes, a sort of heat passing between us. 

“Hey, guys!” a voice called, and we turned to see Charles, a friend of ours who had no connection to the superhero world. 

“Hey, Charlie.” I said, my voice surprisingly shaky. 

“Hey, you heard about this killer Biology test?” he asked.

———

I typed into my laptop in the stands of the gym, and felt a very weird tingling in my neck. I looked up, frowning, and glanced around, then returned my attention to the document in front of me as I tried to type up my essay. 

The tingling just kept growing, until it was getting kind of painful, and then the roof exploded. 


	2. Chapter 2

People screamed, others were thrown backwards, some ran for the exits. But me, I just gaped in horror at the monstrosity that had arrived in the gym. It was the Lizard and someone else. Oddly enough, this someone else had... breasts? They were pretty big, too. The Lizard had on his iconic white lab coat and purple pants, but his female sidekick had on a purple sports bra and white leggings on. 

She was, admittedly, pretty hot. I felt a bit dirty thinking that, but hey. It was the truth. 

The Lizard roared fiercely, and ran forwards towards a group of students, who shrieked and ran. I saw May, arms out protectively in front of two of her players. She couldn’t use her powers, couldn’t reveal herself. 

Then, I spied her bag not far from me on the bleachers. In her bag would be... web-shooters. All I had to do was find something to obscure my face, and I could stop this. Well, I could try to stop this.

I don’t have powers, but if I had the shooters, I could help. I reached into my own bag and pulled out a Spider-Man mask that Dad had given me a long time ago. 

In case of emergencies, Dad had said. I scrambled to my feet and ran for May’s bag. The Lizards didn’t notice, they were too busy snapping their jaws at the terrified students. 

I suspected that they didn’t give a damn about us. They wanted some superheroes to show up. I leaped over one row of bleachers, landed shakily on the next, and bent over May’s bag, grabbing the two silver bracelets from their side pocket. Then, I ducked under the bleachers.

I pulled the mask down over my head, and blinked a few times to get used to the eyeholes. I flipped up my hood, and snapped on the bracelets. I pointed at one of the supports and touched the bracelet tentatively with my index finger, curling it inwards in the thwip motion that all the spider-people I’d seen do it.

The web shot out, and I grinned. I knew how to do it. Quick tap to shoot a web, long touch to web-swing. I ran out from behind the bleachers and climbed up onto them.

”Hey! Lizard!” I shouted, and shot a web at the female Lizard, but she twisted to dodge it, and it hit the gym wall.

”Spider...” the Lizard snarled. I turned and sprinted like hell, pushed the gym door and scrambled down the hallway. A glance over my shoulder confirmed that the two Lizards were in hot pursuit. I made a sharp turn and the Lizard skidded past the hallway, but the female Lizard was quicker, far quicker and she made the turn no problem, springing for me, maw widening. I shot a web over my shoulder and must have got her in the mouth as I heard a choking sound.

I crashed into a row of lockers, and quickly took off down another hallway, only for the Lizard to burst up from the floor.

”Shit!” I yelled and fell backwards on my ass. The Lizard landed in a crouch, then stood up chuckling. 

“You do not have training. You are an insolent boy who is taking on threats he cannot understand.” the Lizard drawled, and then he lunged. 

I lifted my arms over my face in panic, but then I heard a pained grunt. I looked to my right to see May, in her costume. I hurriedly tossed her the web-shooter bracelets. She nodded her thanks and then she thwipped two cords to the wall and zipped towards the Lizard, both of her feet landing squarely in his chest. He roared, and grabbed a locker, hurling it at May. 

The picture of grace, May twisted around it fluidly, and then used it as a springboard to tackle the Lizard through the wall. 

I rolled out of the way to avoid the locker crashing to the ground, and panted hard, until strong hands grabbed me and threw me backwards. I cried out as I was thrown through the air, but instead of the painful impact I was expecting, I landed on my hands and feet, on the wall. 

I was so stunned I promptly fell off the wall, and flopped to the ground. The female Lizard laughed heartily as she approached me. To my shock and semi-delight, she stepped over me and then stepped over me, lowering herself down to sit on my hips. Her hand stroked my cheek and I found myself looking up at her. 

She had a much more humanoid face than the Lizard did. It was scaly, obviously, and she had a long tongue and sharp teeth, but she was fairly beautiful. Brown hair was tied up into a tight bun on the back of her head, and her eyes were an intelligent green.

”Something tells me you’re a rookie.” she purred, and I swallowed. 

“Uh... what makes you say that?” I asked weakly. She laughed, and it made her sizable breasts bounce, and I’ll admit, my eyes followed their movement.

”Awww... is the little spiderling staring at my titties?” she purred. I flushed darkly, but fortunately, the mask prevented her from knowing that. 

“Hey! She-Lizard!” a very familiar voice called and I breathed a sigh of relief. Miles, in his usual black and red version of Dad’s suit, raced forwards and the female Lizard, aptly named She-Lizard, rolled off of me, and grabbed Miles by the foot, swinging him towards the lockers, but Miles twisted free and led She-Lizard down the hall. Dad rushed forwards and hauled me to my feet.

”You’re wearing the mask.” he said.

”Uh, yeah.” I nodded. 

“You’re taking on She-Lizard by yourself? Where the hell’s your sister?” Dad demanded.

”Taking care of normal Lizard.” I shrugged. 

“Damn it. Did your powers develop?” Dad demanded.

”I kind of stuck to a wall a little bit?” I shrugged. 

“Oh, for... go back to the gym. And lose the mask!” he said, and then web-slung around the corner after where May and the Lizard had gone. I sighed and turned to do what Dad had said, when a snarling distracted me. I turned to see She-Lizard racing towards me. 

“What the-?” I had time to say, before she tackled me to the ground. 

“Spiderling. You call for help, you die.” she snarled into my ear. 

“Uh, why are you laying on top of me?” I asked meekly.

”Because I’m taking you hostage.” she snapped, and climbed to her feet, grabbing my arm to haul me up.

”Hey, c’mon.” I protested as she grabbed my wrist tightly, her claws cutting through my sleeve. I felt an odd tingling in my arm, and then She-Lizard cried out in pain, staggering backwards into the wall of lockers, and sliding down them, clutching the hand that she’d been holding me with. 

“Owwww....” she groaned. Miles came hurtling around the corner, but skidded to a stop almost comically when he saw the scene before him.

”Um... what the hell?” he asked.

”I don’t know! She just touched me and then this happened to her.” I shrugged. Miles nodded.

”C’mon, then. Spider-Man and Spider-Girl could use some help.” Miles said, then he securely webbed She-Lizard to the wall, and then the two of us took off running towards the very loud fighting happening. 

“Which way?” Miles swore under his breath, glancing down two different hallways.

”What do you mean? The fighting sounds, they’re obviously coming from down there.” I pointed down the left hallway. Miles gave me an appraising look. 

“Alright.” he said, and we took off running. To his credit, Miles didn’t web-sling and leave me behind. 

We rounded a corner and found that Dad and May had done an excellent job tearing up the math hall. The Lizard grabbed May and hurled her towards us, and she smashed into me, while Miles leaped neatly over her flying body in a flip.

May and I rolled across the ground until we ended up with our legs tangled and me laying atop her, her tits squashed against my chest, and I could feel my very prominent erection pressed against her.

”B-Ben?” she whispered shakily. 

“Sorry.” I whispered back.

”You’re huge.” she breathed in wonder, and I wondered briefly if I was hallucinating. And then the roof exploded. Again. 


	3. Chapter 3

She-Lizard dropped to the ground and grabbed me roughly by the arms, careful not to pierce my hoodie, before she hurled me down the hall. Miles took a second to save my life with his webs, and She-Lizard made him pay for it in blood, her claws flashing out and leaving vicious slashes across his chest, and then she grabbed him by the throat, and smashed him into the ground. 

I staggered to my feet, dizzy and a bit sore, but the webbing Miles had sent down the hallway had prevented me from suffering a lot worse. I felt a power singing in my veins, a kind of power that needed _release_. And fast. 

I ran forwards my family, towards the Lizards and the singing in my veins only grew and grew, until I dropped to my knees. The Lizard threw May, but she landed lightly on top of a locker. My sister wasn’t fast enough to stop the Lizard as he lunged forwards. His arms extended, and the singing exploded.

I shouted loudly as lightning coursed along my body, and from my wrists shot out two spikes, spikes that I reflexively lifted my hands to impale in the Lizard’s chest. He screamed loudly as the lightning crackling around my skin coursed along the spikes, and then onto him. 

I gritted my teeth as the lightning kept crackling, and then the Lizard slumped backwards, steam rising off of his unconscious body.

”Dad!” She-Lizard shouted, and was abruptly kicked in the head by May, who landed in a smooth roll. 

I dropped backwards onto my ass, the spikes retracting and the lightning dissipating. 

May rushed forwards, Dad not a second behind her. 

“Are you alright?” May asked, worriedly. Dad offered me a hand and I took it. He hauled me to my feet. 

“Looks like your powers came in. And it looks like you got a lot of them. Stingers, bio-electric energy.” Dad said. 

“Yeah. I guess it was the panic.” I shrugged. 

“You did good.” May smiled, and slipped one of her arms around my neck in a one-armed hug. I wrapped a loose arm around her waist, and then she stepped back. 

“Is Man Arachnid OK?” I asked, and turned towards Miles. Dad rushed past me to check on him while May and I stood shoulder to shoulder, watching worriedly. 

“He’s breathing.” Dad gave a relieved sigh.

”Look, I’m going to have to take him to a hospital.” Dad said.

”How? Won’t that raise some questions?” May pointed out.

Dad tried to run a hand through his hair, but of course, he was wearing a mask. 

“Alright. I’ll take him to Westchester, see if they can help him. Spider-Girl, make sure nobody’s stuck or hurt, and secure the Lizard prisoners. Spider-Boy, call the police.” Dad said, and gathered up Miles, before web-zipping towards the exit.

”I’m not going by Spider-Boy.” I scoffed. May laughed.

“Come on, then.” she said, and touched the back of my arm, before we jogged back towards the gym where the Lizards had arrived.

———

I ripped off the mask and took a deep breath. 

“God, these things aren’t very breathable.” I sucked in air. May pulled off hers and loose strands of red hair tumbled down. She shook her head and ran a hand through her hair, letting it fall around her shoulders.

”They actually are. Dad just gave you a cosmetic one. It doesn’t have any of the tech that ours all have. Like air circulation.” May smirked. I chuckled. We were on a rooftop, overlooking Central Park.

May had swung me up here, and then we’d taken off our masks.

”So. You got some cool powers, little brother.” May told me.

“Yeah. My skin still feels weird. Tingly.” I shrugged. 

“Hm. Mine never felt tingly. I just was suddenly stronger, more agile. Powerful.” May said, rolling her shoulders. She sat down on the edge of the roof, and I sat beside her. 

“So. Thought about your suit design?” May asked.

”Only every day since I learned Dad was Spider-Man.” I grinned at her. She laughed and leaned her head on my shoulder. May and I had always been close, despite the two year age gap. 

“What color you thinking, then? Red and blue like me and Dad?” 

“I was thinking grey and blue, actually.” I admitted.

”Hm. I like it. Got a code-name?” she teased.

”What about... Silver Spider?” I lifted my eyebrow.

”Silver Spider? Could be worse, knowing you. I’m just glad you didn’t go for something like Spider King.” May rolled her eyes. I gave her a playful shove. The two of us were laughing, and I saw something joyous in May’s smile.

”What?” I asked her curiously.

”Nothing. You just... you seem happier now that you know you have powers.” May admitted.

”Do I?” I frowned.

”Yeah, you do.” she nodded. 

———

May and I walked into the front door and Mom rushed forwards to hug us. I let out a surprised grunt, but May simply half-heartedly hugged Mom, and slipped out of the embrace. Mom then hugged me alone, squeezing me very tightly into her amazing breasts.

”You got powers.” she beamed, touching my cheek lightly.

”Yeah.” I shrugged a bit embarrassed.

”He sure did. Mr. Bigshot took down the Lizard in his very first fight.” May bragged.

”Hey, it was mostly luck.” I pointed out.

”I’m glad you’re man enough to admit that.” May teased. Mom laughed.

”What’s not good is that now I’ll be sitting at home all alone, worrying over my entire family.” Mom frowned. 

“Sorry about that.” I grinned meekly.

”Don’t worry about it.” Mom said, “I’m just glad that you’ve got powers, and you’re happy.” 

———

When Dad got home a few hours later, Mom and I were in the living room watching TV. 

“Hey.” he said tiredly as Mom got up to kiss his cheek.

”How’s Uncle Miles?” I asked.

”He’s alright. The Xavier Institute knows what to do with injured heroes. We have a healing factor, but the She-Lizard slashed him to ribbons.” Dad sighed.

”Did you hear the She-Lizard call the Lizard Dad?” I asked my own father.

”I did. It’s very interesting, because to my knowledge, Curt only has a son. Billy.” Dad mused.

”Maybe he had a second kid?” Mom suggested.

”Maybe.” Dad allowed. 

“So, when does my training start?” I asked hopefully. 

Dad gave a sheepish grin.

”Well... it might be a few days.” he admitted.

”What? Why?” I asked.

”Jean asked May and I to help the X-Men out with a problem they’re having. I told her we’d help. So, I won’t be around for a few days.” Dad revealed, “So, if there’s any emergency, get in touch with your Aunt Gwen. She’ll be able to help you.” 

I nodded.

”Ok.” I agreed. Dad turned towards Mom.

”May and I are leaving tomorrow morning.” he told her. She gave a weary nod, and glanced at me.

”Want me to drive you to school then, tomorrow? I don’t have work tomorrow anyway.” she asked, ruffling my hair.

”Sure.” I grinned. Mom smiled back at me. 


	4. Chapter 4

The next morning, I stirred awake, blinking up wearily at the ceiling. My enhanced senses told me that Mom was downstairs in the kitchen, making... making eggs and toast. 

That was so cool. I sat up and saw that I’d woken up five minutes before my alarm was supposed to go off. I turned off my alarm, and then I saw the bag on my floor. It was a brown paper bag, very ordinary looking, except for the note stuck to it. I grabbed the note, and read it. 

_Hey, Ben!_

_So, I asked Dad about making you a suit, and he revealed he already had one made for you. I told him your color choices, and, well, take a look._

_Love,_

_May_

I eagerly opened the brown paper bag and pulled out a mask. It looked sick, with light gray where Dad’s mask was red, and blue where his was blue. 

The bodysuit was the same, and I also found two web-shooters in there, but I didn’t feel like wearing bracelets, so I just tucked them into the pockets of my jeans, and then I put on my jeans, and swapped out my pajama shirt for a normal T-shirt, then I slipped my new suit into my backpack, and headed downstairs.

My cock gave a small pulse when I saw Mom. She wore a clingy black tank top and jeans. The tank top clung over her large breasts a little too much, and a strip of her smooth stomach was visible, right above the waistline of her jeans. 

“Hey, Mom.” I smiled.

”Have you gotten more muscled?” she asked me curiously. I examined my arms.

“Maybe a little bit. I don’t think it’s too drastic, though.” I frowned.

”No, I don’t think so either. You were already in excellent shape.” Mom complimented me. I walked towards her and wrapped her in my arms for a usual morning hug, and she hugged me back.

”Alright, well, there’ll be a while before I take you to school, so go hang out in your room for a while, OK? Feel free to bring your breakfast, too.” Mom said, and slid one of the two plates of eggs and toast towards me. I thanked and grabbed the plate before heading back upstairs.

———

I set my plate down on my nightstand, and went to the closet down the hall where our movies were stashed. I flipped through the ones sitting at eye level, then, I leaped up, twisting a bit so that my bare feet stuck to the wall, and my hands were spread, one on the door frame, the other able to reach into the closet and grab the basket of movies up top. I took my other hand off the doorframe with a bit of hesitation, and I fortunately remained stuck to the wall. Good.

I flipped through the movies, until I found one I’d never seen before. Also, oddly enough, it wasn’t dusty like every other movie in the box. It was called ‘Blond Bimbo Gets Bred by Black Bulls’. Definitely a porno. I put the other movies back and dropped down to the ground lightly, and closed the door. 

I cast a wary glance over my shoulder, but saw nothing. I went into my room and closed the door, and grabbed my toast. I munched on it while I set up the disc, and settled back on my bed, unbuttoning my jeans to pull out my cock. It was barely hard at all right now, but that all changed when the movie began. 

The actress in it was a stunning woman with large breasts, beautiful curves, and a very familiar face. It was Mom! She wore a blond wig and blue color changer contacts, but it was unmistakably my mother, dressed in a skimpy sports bra and leggings.

On the screen, Mom was jogging through a park, and I started stroking my cock as I watched Mom’s tits heave on my TV. I noticed abruptly that my cock was huge! I had no idea how, but overnight, my cock had grown to incredible proportions. Yesterday, I’d been a thick six incher, but now it was a very thick, veiny, eleven inch cock. The change was incredible. 

I wrapped my whole hand around my rock hard shaft and I started jacking off as the porno played out. Five black men came up to Porno Mom, and she ended up going into an alley with them, and they all had a gangbang. With a thrill, I realized I was seeing my sexy mother naked for the first time. The blond hair did kind of ruin the experience, in my opinion, but whatever. 

I was nearing my breaking point, and just as I tensed up to cum, the door opened, and I twisted sharply to see who it was, and my cock exploded with seed, sending streams of my cum rocketing out, and they started coating Mom. She stood there in stunned silence as my cum splashed into her hair, her top, her face, some even got into her mouth. 

She was shaking, and I thought, oh god, she’s going to scream at me, and yell, and my life is over. But instead, an orgasmic moan left her lips, and unlike the fake one I’d just heard on the screen, this was 100% genuine. She was shuddering with pleasure, and I watched incredulously as my mother climaxed wildly, coated in my seed. She dropped to her knees.

”Mom... are you OK?” I asked weakly.

”I’m fine, tiger.” she said, a shocking amount of flirtatiousness in her voice. She wiped my seed out of her eyes and batted her pretty green eyes at me.

”Did you just call me tiger?” I asked, still stunned.

”Yes. That was the best orgasm of my life, and I’ve not even had you inside me yet.” Mom smiled coyly at me.

”You want me to fuck you?” I whispered. Mom nodded. 

“Oh, yes.” she grinned. 

I watched, transfixed as Mom slowly, sensually stripped off her tank top, and I realized abruptly she wasn’t wearing a bra when her large, beautiful melons surged outwards.

”Like them?” she gave me a teasing smile. I just nodded slowly. 

“Glad to hear that, honey.” she smiled, and undid the buttons of her jeans, then slid them down her hips and her shapely legs, then stepped out of them.

My eyes slid along her practically naked body, only some lacy blue panties covering up her incredible body. Mom grabbed her top and wiped my cum off her face, showing off just how beautiful she really was. 

”Your turn.” Mom winked. I ripped off my shirt and yanked my pants and boxers down and stepped out of them, standing before Mom entirely naked, though my cock had been sticking out before I’d stripped.

“Mmm...” Mom purred, and she sashayed closer.

”You’re so fucking sexy.” I groaned. My mother put her hands on my hips, her thumbs caressing my shaft lightly. 

I sucked in a breath.

”It’s ok, honey. Don’t hold it in. Just shove your big, manly cock inside me, tiger.” Mom said sultrily.

”Ok.” I said eloquently, and placed my hands on my mother’s hips, sliding those panties down her. She rolled her shoulders and moved her hands up to the top of my head as I slowly slid down her body, dragging her panties down along her smooth skin. I kissed along the insides of her legs, the insides of her thighs, and then finally, I placed my lips against her pussy. To my delight, I found that she was just _gushing_ juices.

They splashed into my mouth and I eagerly drank them up, loving the taste of my mother’s sweet nectar. 

Then, I stood up, and met her beautiful green eyes, the green eyes that I also had. 

I placed my hands on her hips and lifted her up, lining up her sopping wet entrance with my throbbing manhood. 

Mom’s legs wrapped loosely around my waist, and she dropped herself down onto my cock, and she moaned loudly as she took my entire, impressive length inside her. 

Her legs wrapped much tighter around me as I started thrusting up into her. Her tits bounced with each thrust, and my eyes affixed to them as they heaved.

”Unh! Yes! Baby! Fuck your mommy!” Mom screamed as I fucked her.

I was sensitive from already cumming, and she’d already had a wild orgasm, so we didn’t last long. Mom broke first, her whole body spasming wildly. 

“Ben!” Mom screamed in sheer pleasure.

The gyration of her hips caused me to break, and I wrapped my arms tightly around her and we clung to each other. Mom’s nails cut into my back as we cummed together, my seed rocketing up into her womb as her juices splattered across my cock and dripping down onto my hips and balls. 

After experiencing two orgasms that appeared to be mind-blowing, Mom promptly passed out, and I rubbed her back and helped her into my bed, then slid into bed with her. I wrapped her tightly in my arms, and fell asleep beside her, pretty tired from my own two releases. 

———

I walked into school, feeling impossibly elated. I’d missed first period, but I didn’t give a fuck. I’d just banged my own mother. I’d made her moan my name, and I’d seeded her incredible pussy. I had been back inside my mother’s birth canal, and I was euphoric.

”Wow! Someone’s in a good mood!” Sara whispered.

”Yup.” I beamed.

”My mom told me about what happened last night. I’m really happy for you.” Sara told me genuinely. The portions of the school that the Lizard and the She-Lizard had wrecked, namely, the math hall and the gym, had been closed, and several lockers needed to be replaced, but everything else was continuing on as normal. 

“Thanks, Sara. Dad said I should reach out to your mom if I needed anything. Maybe she could swing by my place to help me out?” I inquired.

”I dunno. I’ll see if she feels up for it.” Sara promised.

”Thanks, Sara.” I smiled. 

———

I sat through my next few classes without anything odd happening. And then, at lunch, Angela Stacy walked up to me. She was beautiful, and kind of the queen bee of the school. She had smooth dark skin, big, full breasts, shapely curves, and a beautiful, beautiful face. 

She plopped down opposite me, and Sara and I exchanged confused looks.

”Hey, Angie. What’s up?” Sara asked her older sister.

”I just wanted to say congratulations, Ben.” Angela said genuinely. I grinned at her, and she grinned back, before she headed back over to sit with the popular kids. But she’d made the effort and reached out, so I had no complaints. 

———

That night, I got home to discover Mom wasn’t there. I found a note on the island saying 

_Hey tiger,_

_Loved the sex this morning. Something came up at work, and I had to go in. I’m so sorry, baby._

_Also, Aunt Gwen called and asked if I was ok with her taking you patrolling for tonight. I said I totally was. So, you’ll have your aunt for company tonight._

_Love you,_

_Mom_

A lipstick kiss was beside her name, and that sent an odd shiver through me.

I shoved the note in my pocket and headed upstairs, grabbing my gaming controller. Mom, it seemed, had cleaned my carpet of any semen and juices that had gotten there during our steamy sex.

I gamed for the next two hours, until there was a knock at my window. I looked up to see Aunt Gwen in the window, her face obscured by the Ghost Spider mask.

I went to open the window, and my aunt slipped in gracefully, landing on the floor in a crouch. She stood, and ripped off the mask, and tossed back her hood. Her long, straight blond hair fell down to frame her face, and I smiled at her.

She smiled back. I loved seeing girls in their superheroine outfit. Gwen had full breasts, probably a D cup, and just killer legs, plus her infamous ass, which Sara had inherited, while Angela got her amazing tits. Gwen was also pretty curvy, though Mom definitely had her beat in that department. As did Angela. 

Her kind blue eyes shone with affection for me. 

“I was so happy to hear that your powers developed. It really could have driven a wedge between you and your family.” Gwen greeted me.

”Thanks.” I said, and grabbed my suit, and hesitated before taking off my clothes, glancing at Gwen. She laughed.

”Ben, please. I’ve known you since you were born. I’ve seen you naked. Just change.” she implored. 

“Ok, ok.” I said, and pulled off my shirt, and then my pants. I didn’t notice Gwen’s eyes dart sharply down to my impressive bulge. I pulled on the Silver Spider suit and moved around. It was awesome, following my every movement and tightening whenever I bent it or put force on it.

I grabbed the mask and pulled it down over my face, and Gwen nodded approvingly.

”What’s your code name?” she asked.

”Silver Spider.” I informed her.

”Nice.” she smiled, and pulled down her own mask. 

Gwen flipped up her hood and leaped out the window, and swung to the building across the street. I climbed out of my window, closing it behind me, before I reached out and shot a web line to the building across from me and I swung across.

I completely miscalculated, and instead swung diagonally, smacking into the corner of the building and then yo-yoing back to dangle from the building. Hands were placed on my hips, and I glanced over my shoulder to see Gwen. She slid one of her arms a bit tighter around me, pressing her boobs into my back, though I doubt she meant to do that.

With her free hand, she reached out and shot a web to the corner of a building. She let go of that wall, and we swung up to the new building’s roof. 

“You need to lean your body weight in the direction you’re headed.” Gwen advised me. 

“Thanks.” I huffed. Gwen instructed me to line up a web-line to the building across the street, and I did.

Then, we practiced swinging until I could swing back and forth like a pro. Gwen threw her arms around me for a hug, and I hugged back, letting one of my hands slide to her lower back. She made absolutely no comment about it, except I noticed she touched me a bit more after that. She’d brush her fingers against mine. She’d touch my arm. Simple stuff. 

Then, an earpiece crackled in my ear.

”Ghost Spider, Silver Spider, this is Black Temptress. There’s a disturbance a few blocks from you. Can you handle it?” Angela’s familiar voice came.

”We’ve got it covered, Temptress.” Gwen assured her daughter, and she nodded at me. I nodded back. 


	5. Chapter 5

Aunt Gwen and I swung towards the bank, but en route, our earpieces crackled again. It was Angela again, but this time she sounded terrified.

”Mom! Mom! Someone’s got their hands on the Rhino suit and is wrecking up the mall near you!” Angela screamed.

”I’m on my way.” Gwen promised. 

She landed on the wall of a building, and I landed beside her a bit more awkwardly.

”I need to handle the Rhino. Can you investigate this bank robbery? You’re strong, but if it’s a threat you can’t handle, you back off. Understand?” Aunt Gwen demanded of me. I nodded firmly.

”I understand.” I said. Aunt Gwen slipped an arm around my neck, and tugged me into a hug.

”Good luck.” she said, and then swung off towards the mall. I took a steadying breath and swung off towards the bank.

———

When I landed, there was police outside the bank. I landed fairly lightly on the top of one of their cars. 

“Aah!” one of the officers cried out, and several pistols were whipped in my direction.

”Whoa!” I said, holding my hands up.

”You’re that new Spider guy.” one of the cops said.

”Yeah. I’m Silver Spider. I’m going in. Who’s in there?” I asked the cops.

”A villainess. She calls herself the Vultress. She’s rookie, though. We only know her name because she told us.” one of the cops briefed me. I nodded, and examined the building. I saw an open window on the second floor, and zipped through it. I rolled across the bank floor, and scrambled up to my feet, leaping over the banister of the steps to land lightly on the first floor. 

Several hostages gave sighs of relief as the Vultress whipped around.

She was stunningly beautiful, I realized unhelpfully. She was short and curvaceous, with sizable breasts and did I mention her beautiful curves? Her body was clad in a tight green bodysuit, with two transparent wings folded up on her back. Over her face she wore goggles with tinted green lenses, but I could see her skin color, and her dark brown hair.

She was Latina, I’d wager, with full lips that admittedly drew my gaze off her eyes.

”I heard it’s your first day out of the nest.” I said, trying to emulate Dad’s swagger. 

“Doesn’t make me any less lethal.” the Vultress said in an attempted purr, but it didn’t go as I suspected she planned. She coughed and tried to play it off.

”So, Spider, do you think you have a chance at stopping me?” she demanded.

”I think a strong breeze could take you out.” I pointed out. The Vultress blanched. 

“That’s not very nice.” she said, her full lips forming a pout.

”It’s the truth. From the state of your hostages, you’ve got no experience with this kind of thing. I’m new, but I’m not this new.” I chuckled. 

The Vultress looked pretty hurt by that, genuinely so. She looked away and I saw her shoulders shaking. 

“Are you... crying?” I asked.

”What? No!” the Vultress said, but I saw her blinking furiously behind the green goggles. I sighed.

”Hostages, go.” I said, and walked towards the Vultress. The hostages got to their feet and hurried out of the building.

The Vultress appeared to be about my age, and I didn’t exactly want her to go to prison.

”You ruined my first day on the job.” she sniffled. I laughed.

”Well, you did pick the wrong side of the law.” I pointed out. 

“Fair point.” she admitted.

”What’s your name?” I asked her.

”Adrianna Toomes.” she confessed.

”Toomes?” I blinked.

”Yeah. The original Vulture was my great-grandfather.” the Vultress admitted. 

“I’d reveal my identity, but my entire family’s heroes. I don’t want to reveal them without their consent. You can call me, uh, B.” I said.

”B? Mysterious.” Adrianna smiled. She really was very pretty, I couldn’t help but notice as she took off the goggles.

”Are you going to arrest me?” Adrianna asked nervously, her smile fading. 

“No, I’m not.” I said.

”Why?” she asked curiously.

”Because you’re about my age, and haven’t hurt anyone. I’d prefer you stop stealing stuff, but hey, the original Spider-Man gave the Black Cat a few freebies. Consider this mine.” I said. 

Adrianna beamed.

”Thank you so much.” she said, and threw her arms around my neck in a tight hug. When she stepped back, she was blushing.

“Uh, bye.” she said, and pulled the goggles back on. Her wings unfurled and she took off, crashing through the skylight. I touched my ear and the earpiece crackled.

”Ghost Spider, do you copy?” I asked. No response.

”Ghost Spider, do you copy?” I repeated. 

“Fuck.” I grumbled under my breath. I ran out the front door of the bank and zipped off, heading towards the mall where Aunt Gwen had went to face someone in the Rhino suit. 


	6. Chapter 6

I swung up to the mall and instantly saw the chaos unfolding. 

The mall had huge glass panes making up most of its’ outer walls, and one of the walls had a giant part of it that was smashed.

It was far bigger than the Rhino suit I’d seen on the news, so I presumed that the initial impact of Rhino smashing through the glass had caused a much bigger portion to shatter.

People were clustering in the parking lot, and I landed as light as I could in front of them. 

“Ghost Spider, do you copy?” I tried the comms again. Nothing. Fuck.

”Hey, what’s going on in there? Are people trapped?” I demanded of a nearby civilian. They shook their heads.

”I don’t think so. The Rhino didn’t take hostages. He’s just smashing things.” the civilian told me. 

“Alright. You guys should back up some more, just in case things go south. And somebody call the damn police!” I said, and ran towards the giant hole in the wall, and I shot two web lines through the hole, and zipped inside the building. I landed lightly on the railing of a walkway, impressing myself.

This web-zipping stuff was coming pretty naturally to me, admittedly. But this would be my first real fight, and I was admittedly terrified. I tried to reach out with my hearing and my other senses, trying to detect the woman I called my aunt. 

What I picked up on was... not what I expected. I heard sexual moans, and smelled arousal. 

What the hell was happening over there? Did the VERY happy couple not realize that there was a supervillain wannabe tearing the mall up? I swung across the ceiling towards the sound and the smell, and rounded a bend in the mall to see what was happening. I landed on the side of a wall, and gaped at what I saw happening in the food court. 

The eyes of my suit had a zoom-in functionality, and it auto-adjusted to zoom in on the scene before me. 

The Rhino had clearly bested Aunt Gwen, to say the least. 

He had her on her back, splayed out on a table. Her costume was in tatters, and a huge rip had been made over her chest to allow her rather lovely breasts to bounce.

And they were bouncing because another rip had been torn between my aunt’s thighs, and the Rhino was using it to fuck her brutally. I had no idea that the Rhino suit allowed for sex, and I wished that I didn’t know that.

The biggest problem, though, was that Aunt Gwen’s mask was gone, and her blond hair was a splash of gold on the grey table, her pretty blue eyes rolled back in pleasure, though I suspected she sincerely wished she wasn’t enjoying the sex so much. 

The only good news about this horrifying, if slightly erotic, scenario was that the Rhino was distracted. Very distracted. God, I could watch Aunt Gwen’s boobs bounce for hours, but I had a mission: saving her. 

I zoomed out my vision manually, and scanned the surroundings of the fucking pair. Nobody was there, that I could see. Tables around them were smashed or thrown. There were even some webs showing the remnants of Aunt Gwen’s battle against the Rhino.

I had no idea how he’d trumped her, but I had no intentions of letting him rape my aunt, and get away with it. I shot a web on the ceiling, and I swung towards the food court, and I finished my trajectory with me, affixed silently to the ceiling, peering downwards. Aunt Gwen was too lost in the sex to notice me, and the Rhino’s eyes were locked on her tits. 

I took a deep, steadying breath. I already had, like, 12% of a plan. 

With another deep breath, I dropped from the ceiling, and let a small amount of web shoot from my left gauntlet, and I grabbed the end of it with my right hand. I landed lightly on the Rhino’s shoulders, and wrapped the length of web around his neck like a garrote. 

Now, who wants to point out the problem here? Anyone?

If you guessed, the garrote won’t do a damn thing because he’s wearing a heavy metal suit, you’d be correct. But I didn’t realize that, so when he reached up and grabbed me by the arm and then threw me across the food court, I was very surprised.

I smashed into one of the tables, rolling across the floor. The Rhino, his cock tucked back into his suit, thank God, left my aunt laying there exposed on the table, and charged towards me.

I remembered an old clip I saw on the news of Dad fighting the last Rhino. Or was it two Rhinos ago? I forget. Anyways, he had done it like a bull tamer, leaping out of the way at the last second so the Rhino did damage to himself.

I readied my muscles, my legs tensing, and just before the Rhino would have smashed into me, I sprung to the right, landing on an untouched table, as the Rhino smashed into the wall. I lifted my arms and started shooting webs, hoping to seal him off, but the Rhino tore through my flimsy barricade and charged again. This time, he was too close. I didn’t manage to leap out of the way, and the Rhino grabbed me by the foot, and smashed me into the floor.

Then he hurled me across the court. I was barely conscious, my head spinning, but some instinct in me shot webs from my wrists, stopping me from suffering heavy injuries from smashing into the floor at high velocity. 

I landed clumsily on a wall, and tried to clear my head by shaking it a few times. The Rhino grabbed a table and threw it like a frisbee.

”Shit!” I yelled in panic, and dodged, using the table as a spring board to flip forwards, acting on pure instinct. I reached out and webbed to the ceiling, swinging towards the Rhino. As I swung towards him, I felt a familiar tingling. Red lightning gathered around my left arm, while my right clutched the web swinging me. 

“Hey, what’s-“ the Rhino cut off when I punched the bastard squarely in the face. The lightning gathered around my arm exploded in a fierce explosion, and the Rhino flew across the food court, and totaled a wall. 

There was a loud grumbling, and I realized that maybe I shouldn’t have hit him towards a support beam. I raced towards Aunt Gwen, leaping through the air. I landed on the table beside her unfortunately well-fucked body. Her hand reached up to cup my cheek.

”Ben...” she panted, and I flushed at the seductive tone to her voice, the wanton need. Fortunately, she couldn’t see that.

“Aunt Gwen, where’s your mask?” I demanded, glancing warily at the shifting roof. 

“I... I don’t know.” she gasped, and I sighed. 

“Damn it.” I swore, and gathered her in my arms. I tried not to notice how hard her nipples were, or how great they felt against my chest. 

I held her tightly to me, and felt her arms encircle my neck.

”Look, this building is coming down. Keep your face in my chest, and, uh, keep your legs closed.” I advised. She nodded quickly, and I stood, and shot a web. 

I swung through the mall a bit awkwardly, with Aunt Gwen cradled against my chest. 

I zipped from the giant hole in the wall, and quickly fired a web at a nearby skyscraper, and took off, swinging over the heads of the crowd that had gathered.

———

I swung for a little bit longer before landing on a very tall rooftop where we weren’t able to be seen. I ripped my mask off.

”Aunt Gwen, are you-?” I asked, but cut off at the sheer adoration in those beautiful blue eyes as she climbed to her feet. My eyes flicked down to her full, perky breasts, and at her pussy, exposed and very, very wet.

Aunt Gwen walked forwards, and I swallowed hard at the seductive sway of her hips. She slid her arms around my neck, and I gulped. 

“Thanks for the rescue, honey.” she winked, before planting a kiss on my lips. I was stunned, I was rock hard, and I wanted this. Badly. 

I kissed my aunt back fiercely, and my cock shivered at the sexy gasp that came from her as I shoved my body against hers roughly, wrapping my arms tightly around her as our lips mashed passionately. I knew she could feel my cock pressing against her.

”You’re an incredible kisser.” she gasped breathlessly. 

“Thanks.” I grinned a bit nervously. Aunt Gwen stared me in the eyes, biting her lip.

”Ben... I’m incredibly horny, and I think you would be an amazing fuck. Will you help me, baby?” she whispered, and I felt myself give in.

”Of course.” I said throatily, and slid one of my hands from her upper back, down. Down towards her lower back, where she shivered. I grabbed a handful of her amazing ass and she arched against me, purring so incredibly sexily that it was my turn to shiver.

”Oh, yeah. Looks like someone’s been wanting this for a while.” Aunt Gwen teased, and we kissed again, our lips learning the feel of each other’s. My lips moved off of hers, trailing along her jaw. I gave her ear a small nibble and Aunt Gwen gasped.

”Naughty boy.” she chided when I released her ear. I laughed softly, and then abruptly sucked in a breath when my aunt’s hand found the bulge in my suit. 

“Take it off, babe. I don’t want to tear your new suit.” she growled throatily and my cock throbbed in her hand. 

I hurriedly did just that, stripping out of my suit, and Aunt Gwen tried to take hers off, but the mechanism that released the skintight suction wasn’t working. I reached up for her and tore her suit apart. 

She laughed delightedly, and jumped up on me. I caught her easily as she wrapped her long, beautiful, shapely legs around my hips, her arms around my neck and leaned in for a kiss, taking special care to squash her breasts against my chest. 

She couldn’t compare to my mother’s rack, but holy hell was Aunt Gwen’s ass amazing. 

My hands explored her bubble butt as our lips continued to smash against each other’s. I slipped my tongue into her mouth, and her own tongue slinked over to mine, and she made a big show in pretending to fight for dominance, but then she yielded quickly. Just as our tongues began to get really tangled up, she broke the kiss, panting. Her breasts heaved with each of her pants, and I couldn’t tear my eyes off them.

”Like them, honey?” Aunt Gwen cooed. I nodded. 

“You’ll be able to play with them later. For now? Fuck me. Hard.” Aunt Gwen said, and I nodded. She jumped off me, and I couldn’t help but stare at her graceful back flip onto the ground. I tore my boxers off (not literally) and my rock hard cock sprung out. 

“Oh. Oh, my. Ben, you’re huge.” Aunt Gwen gasped.

”I am?” I blinked. Mom had said something similar, about how big I was. 

“Yes. Jesus, you’re bigger than your father. And Miles.” Gwen shook her head in disbelief, and her eyes were dark with want.

”Bigger than Rhino?” I couldn’t help asking. She laughed.

”Way bigger. He had a metal enhancement on his cock. Like a dildo.” Gwen rolled her eyes. I laughed, too, at that. 

Aunt Gwen touched my shoulder as she slunk up to her old position, except now, instead of simply wrapping her legs around me, she let me enter her. I slowly pushed inside her, and with each inch that entered her incredibly tight pussy (well, tight for a woman who’s birthed two children), her body arched more and more. 

I leaned down slightly to kiss the skin of the area just south of her breasts, but north of her stomach. 

She sucked in a breath, and then she grabbed a fistful of my hair.

”Start thrusting.” she gasped, and I did. My hips started thrusting in and out of her, and her sexy mewls and cries of pleasure did nothing to deter me. 

In fact, they only spurred me on.

I kept thrusting into her, fiercely, using every ounce of my spider-strength because I figured that her similarly spider-enhanced body could take it. I was right. Partly. She wasn’t getting hurt by the sensation, but it looked like she was still being fucked senseless from it.

”Aunt... Gwen...” I grunted.

”What?” she forced out, and a moan escaped her lips right after.

”I need to... I need to cum.” I grunted.

”Oh, fuck, baby, don’t even bother telling me! Just cum inside me! Breed your slutty aunt! Put your baby in my fucking oven!” Aunt Gwen shouted, and I grunted again. 

My balls were aching to burst, and Gwen’s nails dug into my arms and I realized just how near her own eruption she was. 

Her pussy clenched around my cock, and I let out a loud shout and exploded my seed inside my aunt. 

Just like with Mom, as soon as my seed came in contact with her, she immediately entered her own orgasm, shaking and thrashing so wildly in pleasure throes that I had to struggle just a bit to keep her in my arms, ensuring I didn’t drop her on the floor, as that might ruin the mood.

I felt Gwen’s juices splash across my hips and up onto my stomach as she explosively orgasmed. When it was over, she wrapped her arms tightly around my neck, and I slid down to the ground, Gwen sitting squarely in my lap. 

I expected her to kiss me for a while, but instead, she just planted a small kiss on my collarbone, and fell asleep, my half-hard cock still buried inside her. I smiled a bit tiredly down at my sleeping aunt, and rubbed her back soothingly as I let my own exhaustion take me. 

I fell asleep with Gwen in my arms, and the smell of sex heavy in the air. 


End file.
